THIS DOCUMENT SHOULD NOT BE FORWARDED OR TRANSMITTED IN OR INTO
CANADA, AUSTRALIA OR JAPAN.
J. Xxxxx Xxxxxxxx & Co. Limited is acting for Telewest and no one else in
connection with the Offer and will not be responsible to anyone other than
Telewest for providing the protections afforded to customers of J. Xxxxx
Xxxxxxxx & Co. Limited. J. Xxxxx Xxxxxxxx & Co. Limited is acting through
Xxxxxxxx & Co., Inc. for the purposes of making the Offer in and into the
United States.
OFFER TO PURCHASE
ALL ORDINARY SHARES AND AMERICAN DEPOSITARY SHARES
EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
OF
GENERAL CABLE PLC
BY
J. XXXXX XXXXXXXX & CO. LIMITED
ON BEHALF OF
TELEWEST COMMUNICATIONS PLC
THERE WILL BE AN INITIAL OFFER PERIOD WHICH WILL EXPIRE AT 3:00 P.M.
(LONDON TIME), 10:00 A.M. (NEW YORK CITY TIME), ON AUGUST 13, 1998) UNLESS
EXTENDED. AT THE CONCLUSION OF THE INITIAL OFFER PERIOD, INCLUDING ANY
EXTENSION THEREOF, IF ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED,
FULFILLED, OR, WHERE PERMITTED, WAIVED, THE OFFER WILL BE EXTENDED FOR A
SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS. HOLDERS OF GENERAL
CABLE SECURITIES WILL HAVE WITHDRAWAL RIGHTS DURING THE INITIAL OFFER
PERIOD, INCLUDING ANY EXTENSION THEREOF, BUT NOT DURING THE SUBSEQUENT
OFFER PERIOD, EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES.
To Our Clients: June 29, 1998
Enclosed for your consideration is the Offer to Purchase/Prospectus, dated
June 29, 1998 (the "Offer to Purchase"), the Letter of Transmittal and a
Notice of Guaranteed Delivery relating to an offer by J. Xxxxx Xxxxxxxx & Co.
Limited on behalf of Telewest Communications plc ("Telewest"), to purchase
upon the terms and subject to the conditions set forth in the Offer to
Purchase and the related Form of Acceptance or Letter of Transmittal, as
applicable (collectively, the "Offer"), all outstanding ordinary shares of
(Pounds)1 each ("General Cable shares") of General Cable PLC ("General
Cable"), for 1.243 new Telewest shares and 65 xxxxx in cash per General Cable
share and all outstanding American Depositary Shares ("General Cable ADSs") of
General Cable, each representing five General Cable shares and evidenced by
American Depositary Receipts ("General Cable ADRs"), for 6.215 new Telewest
shares (in the form of new Telewest American Depositary Shares) and 325 xxxxx
in cash per General Cable ADS.
We are the holder of record of General Cable ADSs evidenced by General Cable
ADRs held by us for your account. An acceptance of the Offer in respect of
such General Cable ADSs can be made only by us as the holder of record and
pursuant to your instructions. Accordingly, we request instructions as to
whether you wish to have us accept the Offer on your behalf in respect of any
or all General Cable ADSs held by us for your account pursuant to the terms
and subject to the conditions set forth in the Offer.
Your attention is invited to the following:
1. The Offer is being made for all General Cable shares and General Cable
ADSs evidenced by General Cable ADRs.
2. The Offer is on the terms and subject to the Conditions set forth in
the Offer to Purchase.
1
3. The Initial Offer Period of the Offer will expire at 3:00 p.m. (London
time), 10:00 a.m. (New York City time), on August 13, 1998, unless extended
(in accordance with the terms thereof).
4. At the conclusion of the Initial Offer Period, including any extension
thereof, if all Conditions of the Offer have been satisfied, fulfilled or,
where permitted, waived, the Offer will be extended for a Subsequent Offer
Period of at least 14 calendar days.
5. General Cable ADS holders will not be obligated to pay brokerage fees
or commissions or, except as otherwise provided in Instruction 6 of the
Letter of Transmittal, stock transfer taxes applicable to a sale of General
Cable ADSs evidenced by General Cable ADRs to Telewest.
If you wish to have us accept the Offer in respect of any or all of the
General Cable ADSs evidenced by General Cable ADRs held by us for your
account, please so instruct us by completing, executing and returning to us
the instruction form contained in this letter. If you authorize us to accept
the Offer in respect of your General Cable ADSs evidenced by General Cable
ADRs, the Offer will be accepted in respect of all such General Cable ADSs,
unless otherwise indicated in such instruction form.
If you wish to have us make a Mix and Match Election (see Section 4. "The
Mix and Match Election" in the letter from Schroders in the Offer to Purchase
and the Letter of Transmittal) or request Special Exchange Instructions (see
Section 22. "Procedure for acceptance of the Offer--(C) Holders of General
Cable ADSs--(e) Alternative consideration" in the letter from Schroders in the
Offer to Purchase and the Letter of Transmittal) on your behalf, please so
instruct us by checking the appropriate box and completing the requested
information below.
Please forward your instruction form to us in ample time to permit us to
accept the Offer on your behalf prior to the expiration of the Offer. The
specimen Letter of Transmittal is furnished to you for your information only
and cannot be used by you to accept the Offer in respect of General Cable ADSs
evidenced by General Cable ADRs held by us for your account.
Terms defined in the Offer to Purchase and not otherwise defined herein
shall have the same meanings in this letter.
2
INSTRUCTIONS WITH RESPECT TO THE OFFER FOR ALL
GENERAL CABLE SHARES AND GENERAL CABLE ADSS EVIDENCED
BY GENERAL CABLE ADRS
The undersigned acknowledge(s) receipt of your letter and the Offer to
Purchase, dated June 29, 1998 (the "Offer to Purchase"), and the related
Letter of Transmittal relating to an offer by J. Xxxxx Xxxxxxxx & Co. Limited
on behalf of Telewest Communications plc ("Telewest") to purchase, upon the
terms and subject to the conditions set forth in the Offer to Purchase and the
accompanying Letter of Transmittal (collectively, the "Offer"), all
outstanding ordinary shares of (Pounds)1 each ("General Cable shares") of
General Cable PLC ("General Cable") for 1.243 new Telewest shares and 65 xxxxx
in cash per General Cable share and all outstanding American Depositary Shares
("General Cable ADSs") of General Cable, each representing five General Cable
shares and evidenced by American Depositary Receipts, for 6.215 new Telewest
shares (in the form of new Telewest American Depositary Shares) and 325 xxxxx
in cash per General Cable ADS.
This will instruct you to accept the Offer in respect of the number of
General Cable ADSs indicated below, (or, if no number is indicated below, all
General Cable ADSs) held by you for the account of the undersigned, upon the
terms and subject to the conditions set forth in the Offer.
MIX AND MATCH ELECTION
[_]Check box if you wish to elect to vary the proportion in which you receive
new Telewest ADSs and cash receivable in the Offer in respect of your
holding of General Cable ADSs and complete the following item (a) OR (b),
as applicable:
(a) Insert in the space provided the number of General Cable ADSs in
respect of which you wish to receive new Telewest ADSs only:
_________________________________________ General Cable ADSs.
OR
(b) Insert in the space provided the number of General Cable ADSs for
which you wish to receive cash only: ___________ General Cable ADSs.
Note: The number of General Cable ADSs set forth in either item (a) or
item (b) above must not exceed the number of General Cable ADSs tendered
on your behalf. You may NOT make an election under both item (a) and
item (b). The foregoing election will be filled only to the extent that
other holders of General Cable securities make off-setting elections, as
explained in Section 4. "The Mix and Match Election" in the letter from
Schroders in the Offer to Purchase.
SPECIAL EXCHANGE INSTRUCTIONS
[_]Check box ONLY if you wish to receive all (but not part) of the
consideration payable in the Offer in the form of new Telewest shares and
pounds sterling, instead of new Telewest ADSs and dollars. (However, you
may NOT elect to receive new Telewest shares and dollars or new Telewest
ADSs and pounds sterling.) If you do not check this box you will receive
new Telewest ADSs and a cash payment by a check in US dollars. The US
Depositary will arrange for the conversion of the pound sterling amounts
payable to you to US dollars at the exchange rate obtained by the US
Depositary on or about the date the cash consideration is made available by
Telewest to the US Depositary for delivery to holders of the General Cable
ADSs. NOTE: If you make a Mix and Match Election to receive only new
Telewest ADSs in respect of your General Cable ADSs AND you check the box
for Special Exchange Instructions, you will be electing to receive new
Telewest shares in respect of such General Cable ADSs.
Dated: _____________, 1998
Number of General Cable ADSs to
be tendered/1/:
__________________________________
Signature(s):
--------------------------------
(Please print name(s))
Address(es):
________________________________
________________________________
________________________________
Area Code and Telephone No.
________________________________
Employer Identification or
Social Security No.
-------
/1/ Unless otherwise indicated, it will be assumed that the Offer is to be
accepted in respect of all General Cable ADSs held by us for your account.
